


The Parker Halfway Home for Rehabilitated Villains

by HannahKotoba



Category: Spider-Man - All Media Types, Spider-Man: Into the Spider-Verse (2018)
Genre: Abusive Parents, Chronic Illness, College, F/F, Flashbacks, Grief/Mourning, Guilt, Identity Reveal, Implied/Referenced Character Death, Non-Linear Narrative, Past Relationship(s), Pining, Redemption, Relationship Issues, Slow Burn, Trans Character, Transphobia
Language: English
Status: In-Progress
Published: 2019-01-10
Updated: 2019-03-27
Packaged: 2019-10-07 15:15:23
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 9
Words: 17,293
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/17368319
Author URL: https://archiveofourown.org/users/HannahKotoba/pseuds/HannahKotoba
Summary: The road to redemption is long and daunting, but it's easier when you have someone to walk with you.





	1. no good without you, better by your side

**Notes for the Chapter:**

> An important thing to note about the format of this fic is that while each chapter will start and end in the modern day, the middle parts (denoted by line breaks) are flashbacks to their college years. This fic also takes place after the plot of ITSV, but the flashbacks take place a couple of decades prior to ITSV.

The first thing Olivia noticed was how badly she ached.

This went beyond the ache of old age, or of health problems that no amount of yoga and dieting could fix. It even went beyond the pain of a superpowered scrap, as her usual nemesis tended to pull punches to avoid seriously injuring her. No, it felt as if there had been an attempt on her life, and a nearly successful one at that. Everything inside her hurt.

The second sensation she noticed was nearly the opposite. These weren’t her clothes. They were much too nice and clean and soft to be hers. And instead of the usual weighted blanket she kept at home, there was a very light and fluffy one draped over her (probably for the best, considering her current injured state). For the fact that her insides felt like someone had attempted to puree her, the soft textures on her skin felt surprisingly comforting.

The third and most surprising thing was how calm she felt despite all of this. Even on her best days, Olivia always had this current of restless energy in her, like someone who had drank five cups of coffee. But now, even with multiple things that should arouse alarm in her, she felt peaceful, more peaceful than she had in months. 

She almost wanted to lay there, eyes closed, forever.

But Olivia had always been a curious person, and she knew she couldn’t stay that way for long, anyways. Wincing as the light hit her eyes, she squinted without her glasses as the room she was in came halfway into focus.

“You’re awake.”

That voice was familiar. Olivia turned her head despite the protests of her neck to look at her. From the vague shapes she could make out, she was on the couch, May seated across from her with (presumably) a cup of tea in her hands. “How do you feel?” May added, and Olivia wished she could read her expression.

“In pain,” she answered truthfully. “May… what happened?”

“Well, at least your head seems fine.” May’s tone seemed to get colder at that. “You’ll have to tell me. All I know is you turned up on my doorstep beaten to a pulp. I just want to know why you came _here_.”

Olivia’s head pounded as she tried to recall the events before this. The Collider. Fighting multiple Spider-people. Getting struck by dimensional debris. Crawling her way out of the machine. Finding the first safe place she could think of…

“I thought you could help me.”

“Well, I guess you weren’t wrong,” May said with a sigh. “It’ll take a while for you to heal without spider powers, but I fixed you up as best I could.” Olivia gingerly tested her limbs, reaching up to where she felt her glasses on her forehead. While everything still ached, she was at least thankful that her bones didn’t seem to be broken.

The stern look on May’s face made her almost regret putting her glasses back on. “Now, give me one good reason I shouldn’t turn you over to the police.”

That made her heart skip a beat, panic starting to bubble up. “May, you know what’ll happen to me,” she pleaded. “The men at the Raft would eat me alive.”

“You never seemed that concerned about fighting before.”

“They’ll take my arms! I can’t fight without-” She paused and shifted where she was laying, an uneasy feeling rising in her stomach as she realized something. “Where are my arms?”

“I had to take them off to treat you. I’ve hidden them until you prove I can trust you again.” The look on May’s face made her heart ache. Olivia closed her eyes. She couldn’t look May in the eye right now.

“I’m sorry.”

“Are you?” It should sound accusatory, but May made it sound like a genuine question, and somehow that felt worse. Olivia wanted to run far away from this conversation, but she could hardly move her legs, and she knew this might be her only chance to get this out.

“I know I don’t deserve help.” Her voice was quiet. It was a topic she had to face no matter what she wanted to do. “I just thought… You always brought out the best part of me. So if anyone could help me fix this… I figured you were my best shot.”

May was silent for a long time, to the point Olivia opened her eyes again just to make sure she was still there. Eventually, she stood up, setting her tea on the coffee table, and came over to her side. “Liv.” Olivia’s heart fluttered at the nickname, and the gentle way May spoke it. “Are you actually going to listen to me if I help you?”

She glanced around the living room. It was a mess, debris everywhere, a sheet hung up as a temporary measure over the huge hole in the wall. And though her memory of it was foggy, Olivia knew she did most of that. Before, she would have been numb to it, but her heart felt like it was thawing out, and guilt tugged at her.

She nodded slowly despite how her skull protested. “I will.”

May gave a small smile at that, and Olivia’s heart melted further. Truthfully, she had never quite shaken her feelings for May. Even when they were on opposing sides, there was still a current of affection there, running just under the surface. And now that she felt as if she was finally waking from a strange dream, that feeling was rushing back. She watched May’s face, infatuation taking over again.

“Liv. Are you paying attention?”

Olivia blinked, a far-off look on her face. “Have I told you how nice your face is?”

* * *

 

She had only been in the campus library for a few minutes, but May couldn’t shake the feeling of being watched. Sure enough, glancing around, there was another student right beside her who seemed to be staring right at her, almost as if she didn’t realize she was doing so.

“Can I help you with something?”

The student reacted as if she had been shaken awake. “Oh! Sorry for staring, you just have a very nice face.”

May’s cheeks reddened at that comment, giving an awkward smile. “Oh, thank you.”

“We have chemistry together, right?” _Wow_ , this girl was forward. Before May could stammer out a response, she continued, “On Thursdays, in the lab on the second floor? You always wear those cute scarves.” Oh, right, _that_ sort of chemistry. “What’s your major?”

“Engineering,” May answered, still feeling very caught off-guard. “What about you?”

“Oh, I’m a physics major! I considered engineering too, though, and I might take a couple of courses if I can fit it in my schedule. Maybe we’ll get to work on some projects together.” The energy in this girl’s wide, slightly crooked grin was surprising for someone who she had only just met.

“Maybe so. My name’s May, by the way.” She returned the smile. Honestly, this girl’s enthusiasm was almost infectious.

“Octavius! Future doctor Octavius. Not a doctor yet, but might as well get used to being called that, right?” Wait, did this girl really go by her last name? “Anyways, I have a paper I have to get back to, but I’ll see you around!”

May watched the girl’s retreating form, still feeling bewildered. She got the feeling that would not be the last she saw of “future doctor Octavius”.

* * *

 

This time, May didn’t seem so pleased with the compliment. In fact, she looked exasperated. “ _Olivia_. Not the time.”

Olivia shrunk back sheepishly. “Right. You were saying?”

May gave a sigh, one that was less of her old indulgent “what am I going to do with you” sigh and more of a “this is why we broke up” sigh. “House rules. One, I don’t want any of your ‘sinister six’ friends showing up here. Or any criminals, for that matter. If you want to be better, don’t let them drag you back into it. Two, you’ll have to stay on the couch.” Before Olivia could point out that this was a two-bedroom home, May amended, “For now, at least. I just… need time to go through the second bedroom.”

Oh. Right. In the chaos of the past couple of days, it had almost escaped her mind. Peter, the Peter of this dimension, was dead. She hadn’t felt anything at the time, but a very uneasy feeling settled in her stomach again as she realized she was at least partially responsible.

Before Olivia could apologize, however, May straightened herself out again. “Three, the basement is off limits. So is the shed, but you can’t get in there without a key anyways. And no, that is _not_ a challenge,” she added pointedly. “I’m sure I’ll think of more. Any questions so far?”

“Just one.” Olivia propped herself up painfully on the couch. “Why are you helping me? I’m glad, but...”

The smile May returned was tinged with a deep sadness that seemed to make the very atmosphere heavy. “Because Parkers don’t give up on people. I remember how things used to be, Liv. And if you say you want to change, I want to help. Peter would have done the same.”

May’s hand came to gently rest over hers, and she found herself blinking back tears. Even after everything she had done… May truly was the best part of her life. “Thank you.”

“Don’t thank me yet,” May answered with an almost playful look. “Once you’re feeling better, you’re helping me repair that hole you put in my wall.”

That was fair.

**Notes for the Chapter:**

> If I wind up not updating this, feel free to kick me (gently) in the comments for it. My passion for Liv is burning bright right now, so hopefully that should be enough to keep me going, but I will state for the record that I myself am about to start my next semester in college again, so we'll see how my schedule gets.
> 
> I have to give a big shout out to hattersarts on tumblr for that one image of Liv stumbling home to May after the movie, which was a significant influence on this first chapter. If you have any questions, comments, thoughts, suggestions for the next few chapters, or even just want to leave a short message, I'd love to read them in the comments! It definitely motivates me to keep writing when I hear how you guys liked these.


	2. still remember a time when you felt like home

**Summary for the Chapter:**

> It's moving day at the Parker household, and when you have that much history, packing your bags includes an all-expenses-paid trip down memory lane.

**Notes for the Chapter:**

> Forgot a very important note: while the modern day parts of the fic are chronological, the flashbacks (aside from the first and last chapter) are out of order. Sure, anachronistic storytelling can be a bit confusing, but so can the multiverse, and if you're reading this you clearly got that bit well enough. *wink*

“The newspaper says you’re dead.”

That seemed awfully premature to her. Sure, every news source was scrambling to cover the Alchemax incident as more details emerged, but there was no way they could have confirmed that, and it hadn't been long enough to assume, either. Unless May was reading the Bugle (and Olivia hoped she had more sense than that), it sounded like journalistic standards were slipping.

Instead of voicing those thoughts, however, Olivia responded to perhaps the most normal part of her statement. “You still get a newspaper?”

“I do. Call me old-fashioned if you want.”

“Or just old.”

“Like you have any room to talk,” May responded, rolling up the paper in her hand to swat at her with it. Olivia just grinned. This was nice. Playful banter was much nicer than awkward silence. Though, even now she had to wonder how much of it was the fact that neither of them wanted to address the elephant in the room.

“Did they at least write a nice obituary for me?” she asked as May resumed reading her paper (and frowning at it).

“No, it says they’re still trying to contact whoever they can. You do have someone to handle your affairs, right?”

Olivia looked a little hurt at that. “You know I don’t,” she muttered quietly. Her life had been lonely as long as she could remember. She doubted many people even noticed she was missing.

May set the paper down on the coffee table, giving Olivia a soft look of understanding. “Well, someone should go collect your things from your apartment, at least. Is it the same address? We can head over this afternoon.”

Olivia blinked, surprised. “I think my neighbors would recognize us.”

“I don’t think  _anyone_ would recognize you if you tamed that hair of yours,” May teased, getting a laugh out of her.

“You’re welcome to try.”

To May's credit, Olivia had to admit she did a good job. Though it took far longer than it should have, lots of grumbling, and multiple brushes, in the end her previous mane of matted locks had been brushed out and turned into a neat and compact braid.

“You were right,” she mused as she inspected herself in the mirror. “I barely recognize _myself_ like this.”

“I don't know, the octagon glasses are still pretty conspicuous.”

“You know I need those to see, right?” Sure, Olivia could navigate her own apartment without her glasses, but she’d have a hard time getting there to begin with.

“I’ll be the one driving. You can just follow my voice.” May smiled, and she returned the smile.

“Or you could hold my hand and guide me,” she added, only half-joking. Judging by how May didn’t react to the statement, she didn’t like that idea much.

After a short pause, May reached up and removed Olivia’s glasses, turning the room into a smudge of colors. “Here. How many fingers am I holding up?”

“You’re not even holding up your hand,” Olivia protested.

“Then you can see well enough to at least get into your apartment,” May said pointedly, and she realized she’d been caught. “Let me go get some empty boxes from the basement.”

* * *

May stifled a laugh at seeing Olivia attempt to fit through the doorway with several boxes stacked up, heading over to assist. “Liv, you can take multiple trips.”

“Sure, but this is efficient,” she responded with that crooked grin that May had learned meant she was going to be stubborn on it.

“It’s not efficient if you drop and break everything. Here, let me help.” May took half of the boxes, setting them down inside and following Olivia back out to make sure she didn’t attempt to make a second cardboard tower. 

Once all the boxes were inside, the two began to go through them. The lack of any sort of labels on each unmarked box stressed May out. “How do you know you didn’t forget something?” More importantly, how was she not concerned about May going through her things? 

“Oh, I just know where everything is,” Olivia responded with a shrug. “I don’t need to leave myself instructions.”

The first few boxes were pretty much to be expected. Toiletries in the bathroom, textbooks and notebooks up on the bookshelf (that May was starting to worry Olivia would not respect the organization of), clothes folded and put away. Still, May made an amused face as she pulled a stuffed octopus out of one box. “And what is _this_ for?”

“Kids used to call me Octopus when I was younger,” Olivia answered, smiling at the sight of the somewhat faded plush. “You know, because of my name. I figured I couldn’t stop them, so why not go with it?” She set the toy down on top of her bed, along with a throw blanket patterned with cartoon representations of atoms.

More essentials and utilities, each box being stacked neatly (by May) near the door once it was empty. She raised an eyebrow at a box full of little ribbons and statues, pulling one out to inspect. “Are these all academic awards?”

Olivia took the award from her, looking sheepish. “Well, I wasn’t popular or athletic, so I did science fairs instead.” Though she was still smiling, May could see the lingering effect of her former classmates who obviously hadn’t been kind to her in her expression.

May put a hand over hers gently. “I think it’s really impressive. You really know what you’re doing.” Olivia brightened up at the compliment, displaying the award (along with the others) on her desk with a sense of pride.

Finally, everything was in place, and the boxes were out for recycling. May looked around the room- more crowded than before, but it was still fairly neat. For now. “Now if only we can keep it like this,” she mused.

“No promises?” Olivia responded in a tone that sounded like she was preemptively apologizing. May just shook her head. Living with her was going to be an experience, for sure.

* * *

May’s official response, if any of the neighbors asked, was that she was a relative of Dr. Octavius here to help sort out her affairs. Nobody asked, though. Indeed, despite the suspicious appearance of carrying up empty boxes into the apartment of a woman who had just been declared dead, they were completely ignored.

While Olivia went to gather things from the bedroom, May stepped into the bathroom. The sink counter was stained with hair dye, and she had to throw out at least three empty pill bottles before finding one that still had medication in it. Apparently she had never gotten any more organized in all those years.

As she went to clean out the shower, something concerning got her attention. “Liv?” May called over her shoulder. “Where’s your shampoo?” 

The long silence that followed that wasn’t a great sign. “...In an overnight bag in my office?” She’d never been a very good liar. May pinched the bridge of her nose. No wonder her hair was so hard to brush out.

“When we get back, you need to shower.” She heard Olivia make a vague noise in the direction of “alright”.

For the most part, May let Olivia pick out things from the rest of the apartment, not certain which things she valued over others. She could be peculiar in that way sometimes. She did raise an eyebrow at the stack of notebooks with equations scribbled in pink gel pen, but Olivia reassured her that these were old pet projects and that all of her work for Alchemax stayed in her office. Still, even if it had been her work on the Collider, it was probably better they take it back than leave it here.

As Olivia pulled a large frame off the wall, May inspected it, recognizing the contents. “You framed it?” In the frame was an old, long-yellowed newspaper article about student scientists in the recent (at the time) technology expo. Accompanying the article was an image of the two of them and their joint project they showed that year.

“I was proud of it,” Olivia responded simply. She paused for a second, looking down at the image as if properly regarding it for the first time in a long while. “Wow. We look…”

“Young?” May offered.

“Happy.”

It was true. Despite the faded state, the beaming grins of both young women were still very apparent. “Those were good times,” May agreed. This image was proof of that, frozen in time like an amber fossil. She momentarily wondered what the May and Olivia of that time would say if they knew where their future went.

Shaking the thought off, she set the framed paper in one of the larger boxes. And once they returned home, she found it was just the right size to cover one of the larger slashes in the wallpaper.

**Notes for the Chapter:**

> The good news is that I know where this story is going, have a full outline for what will happen in each chapter, and at the very least didn't leave it at just the one! The less than good news is that school may swamp me and I don't know how long it'll take me to put out each chapter. Still, since I have it all mapped out, I feel like my chances of just abandoning the project have gone way down. Who would have figured our English teachers were right?
> 
> As always, thanks for reading, and be sure to let me know what you thought!
> 
> Next chapter: May knows that Olivia is trying to reform. Not everyone else does.


	3. I believe in you, even after all this time

**Summary for the Chapter:**

> May knows that Olivia is trying to reform. Not everyone else does.

The repairs to May’s house were coming along. Sure, progress was slower with two arms than with six, but she wouldn’t give Olivia her arms back even after the suggestion she could watch her the entire time they were in use. 

May still didn’t trust her yet. All things considered, Olivia couldn’t blame her.

As May headed out to get more plaster (somehow both the engineer and the physicist underestimated the amount they’d need), Olivia continued to saw away at the damaged living room wall with a handheld saw. This was tedious. Her arms had sawblade attachments to them, she could do this so much quicker and more efficiently with them. But instead, she was stuck using manual tools.

It was surprising she heard anything over the sound of the repair, but she noticed noise coming from the front yard. It didn’t sound like May arriving home, though. Maybe it was more Spider-Man mourners. There were much less of them in the past few days, but each one still left a guilty feeling in the pit of her stomach as she hid back in the kitchen to avoid being seen.

Whoever it was knocked on the door. Olivia stopped and set the saw down gingerly on the covered floor, hoping whoever it was would decide nobody was home and turn around. Sure enough, after a long beat, there was the sound of footsteps headed away.

Just as she let out a breath and went to resume her task, she heard noise coming from upstairs.

Okay, _that_ wasn’t good. Burglars? Who else would be sneaking into the house? She knew she was on thin ice with May right now, and that getting into a fight wouldn’t help matters. But she also wasn’t going to sit by and let this happen, either. Neither choice was great, but at least the correct one was obvious.

She took up the baseball bat May kept by the door. Oh, she missed her arms even more now.

Olivia took slow and deliberate steps up the stairs, trying to listen for any more clues at where this intruder was headed. But it seemed she didn’t need to, because he announced himself. 

“Mrs. Parker? Are you here?”

Following the sound of that voice (it sounded very young), Olivia scaled the rest of the stairs, turned the corner, and stopped dead in her tracks. “Spider-Man?”

It was Spider-Man, alright. Specifically, the small, black-suited Spider-Man who she had faced in the Collider. She’d seen mentions of him when she dared to watch the news, but it was still very strange to come face to face with him, especially at this stage.

Spider-Man’s eyes narrowed, switching into a defensive stance. “ _You_! What are you doing here? I thought you were dead! What do you want with Mrs. Parker?” His questions rattled off quicker than she could answer.

“Me? What are _you_ doing here?” Olivia answered with her own question. Probably not the best move, but she wasn’t prepared to be facing him.

“Apparently fighting another supervillain,” he answered, shooting the bat out of her hand. It landed at the bottom of the stairs with a loud _clunk_. “You’re here to steal Spider-Man stuff, aren’t you? Where are your arms?”

“I’m not–” Olivia made a disgusted noise as he webbed her to the wall. _Ew_ , what was with this kid’s webbing? It was gooey and sticky, even more than Peter’s had been. Not to mention she was in civilian clothes at the moment, so it was getting on her skin, one thing she very much tried to avoid. “I _live_ here.”

“Yeah? You live here? You live with Mrs. Parker? Who you tried to kill the other day? I’m not dumb, Ock,” he countered. Before she could explain, he’d webbed her mouth over (Olivia sputtered at that, hating it even more) and got his phone out. “You’re not getting away.”

* * *

 

“I don't like this, Liv. We could get in serious trouble.”

“Then go back to the dorm,” Olivia answered without looking back at her. “I told you, I can do this on my own if you don't want to.”

May made a noise of grudging agreement. “Just remember I told you so.”

“I'll keep it under consideration,” Olivia replied with a smile that said she wasn't worried about it, and crouched down to start picking the lab door's lock.

May leaned against the wall in the hallway, shoulders tense. Why had she agreed to be lookout, again? “Can't you wait until tomorrow, when the professor's here?”

“I told you, I need it for tonight.” Olivia grumbled in frustration as she fiddled with the knob, and May was slightly comforted by the fact that she was having trouble, as it meant this wasn't a normal hobby of hers. “Besides, if he finds what I have in that bag, I'd be in way more trouble than I might get in for this.”

“You worry me sometimes.”

Stars above, what had she gotten into with this girl? Olivia was nice, most of the time, but she had an almost worrying disregard for the rules. May understood to a point– a lot of those rules they both agreed were unfair, and considering Olivia's position it was hard to blame her for distrusting authority.

Still, she worried.

Olivia gave a quiet “aha!” as the door finally clicked, slowly pushing it open. “Alright, hard part's over. Now we just–”

May shushed her, spotting light coming from the end of the hallway. They were going to get caught! “Inside, _now_ ,” she hissed under her breath, half-pushing her into the lab with her and doing her best to silently close the door behind her.

Crouched under a desk against the window so the guard couldn't see them, the two of them held their breath and watched the light and shadows shift across the opposite wall. It was an excruciating minute, not being able to risk poking a head up to check where said guard was.

Olivia tried to get up right when the hallway went dark, but May held her there a moment longer, just in case. It was pretty cramped under that desk, so when Olivia turned to face her in silent confusion, her face was mere inches from her own.

May's heart pounded in an entirely different way than it had a second ago.

After a moment that felt just as long as before, but for different reasons, the two crawled back out from their hiding spot and managed to untangle from each other. “Quick thinking,” Olivia half-whispered as she went to grab the bag that was the entire reason for this trip.

May brushed herself off and tried to calm her still fluttering nerves. “Let's just go before they come back.”

* * *

 

Luckily, before Spider-Man had the chance to call the police, she heard May unlocking the door. He shot Olivia a warning look (at least, she assumed that was what it was, though the mask tended to make expressions vague at best) and ran down the stairs to greet her.

May looked barely even fazed at the sight of him in her living room. “Somehow, I’m still coming home to the sight of Spider-Man letting himself into my house.”

“Sorry, Mrs. Parker,” the kid replied, rubbing the back of his neck.

“I told you, you can call me May.” She set the shopping bags down by the door, giving him a wry smile. “Now what did you need? I assume you didn’t swing by on a school night just to say hello.”

“Well, I was gonna ask you about the webshooters, but something else came up.” He gestured up the staircase. “She broke in before I got here, but I don’t think she took anything yet. What do you think she was after?”

May glanced up at Olivia, still currently webbed to the wall, and sighed a tired sigh, shaking her head. “Oh great. How do I explain this… Look. Liv wasn’t breaking in. She _lives_ here.”

Olivia wiggled her face around and managed to tear the webbing free from it. “I told him!”

Spider-Man froze in place. “Wait, what?”

“She’s an old friend of mine, and she needed help, so–”

“You know who that is, right?” Spider-Man interrupted. “She’s Doc Ock! She tried to kill all of us! She did-- she did _that_!” He gestured to the numerous holes in her wall.

“Believe me, I know,” May responded with a scowl. “I’m not happy with her right now, either. But she says she wants to try and make up for what she did, so I’m helping her try and get back on track.”

Spider-Man looked back and forth between the two of them– May, looking stern but resigned, Olivia looking entirely like she wished she could melt through the wall and not be part of this conversation– and tried to process this information. “Did she say she told Peter that she wanted to watch him disintegrate?” he asked after a moment, with probably less venom in his tone than he wanted. “Because when we first met her, that’s what she said.”

May frowned further and shot a look at Olivia that made her shrink down the wall. “No. She didn’t mention that.”

“May, look, I–” Olivia slipped from her webbed spot on the wall and nearly fell down the stairs, managing to catch herself on the railing. May looked concerned, which almost made her feel better– until she realized she was directing the concern at the kid, not her.

“Something wrong with your webs? They don’t look like they’re sticking,” she noted.

Spider-Man nodded, rubbing the back of his neck again. “Yeah, that’s kinda what I wanted to ask you about? I tried mixing some new web fluid, and I thought I followed your instructions, but it kinda turned out gooey and weird.”

Olivia, sensing a chance, gathered herself and hurried down the stairs. “I can help! I know a thing or two about chemical engineering, and about the previous Spider-Man’s webbing, so I could help you make a new batch.”

Based on the tone of the conversation, she half expected May to shoot her down immediately. Instead, she glanced over to Spider-Man. “What do you think, kiddo?”

“Honestly? I think this is _nuts_ ,” he answered. “I mean, it hasn’t even been a week! Do you really trust her?”

“I trust her enough to let her live here, don’t I?” May turned completely to him, expression softening. “Look. Even when she was a supervillain, I could tell she still had a heart. She knew my and Peter’s identities, but she never used that like she could have. If she says she wants to be better, I believe her.”

“But, shouldn’t she go to jail for all the stuff she did?”

May leaned forward to half-whisper. “What do you think is better: keeping an eye on her here, where she can work to help people, or putting her and that brain of hers into a room with a bunch of other supervillains?”

“Good point.” He gulped and nodded.

Olivia did her best to look friendly and non-threatening as she approached the young Spider-Man. “I know I probably didn’t make a great first impression–”

“You think?”

“–but, all I'm asking is a second chance. A lot of us working for Kingpin would have liked that chance.”

Spider-Man visibly hesitated. “...like the Prowler?” he asked in a small voice.

Olivia was surprised at the topic, but nodded, looking reflective. “Aaron had… debts to Fisk. But he was good under that, I remember. We didn't talk much, but he mentioned he was doing it for his family.”

Spider-Man hesitated more, then glanced back to May, who gave him a nod that said ‘I trust her, but it's up to you’.

After a long second, he took his webshooters off and handed them to her, taking a seat on the couch. “Can you tell me more about him? You know, while we work on this.” His tone was anything but casual. He must have known Aaron as well.

Olivia nodded and took the tool kit that May had conveniently grabbed in the middle of their conversation, unscrewing the fluid canister to inspect it. And it was strange, sitting there helping Spider-Man while telling stories of her friend that used to try and kill his predecessor; but it was nice, too, in a way.

It felt like she was actually doing something good for once.

**Notes for the Chapter:**

> This took way longer than I meant it to, mostly because I had to rewrite the middle section about three separate times. Hopefully I won't get nearly as stuck on the upcoming chapters.
> 
> As for some housekeeping, I already hate the summary I put on this fic, so I may change it by the time I publish the next chapter. That in mind, keep an eye out for the fic title, rather than the summary, as the title will stay the same.
> 
> Thanks for reading! I love getting comments on individual chapters, as it lets me know people are still reading and returning to this fic, so if you can comment on multiple chapters, I appreciate it! I'm not the type of author that will hold a chapter until I get reviews, but I have to admit it is very motivating to see the comments, and definitely nudges me to get the next chapter out quicker.
> 
> Next chapter: You have to own up to your mistakes before you can expect anyone to forgive you for them. Olivia's still working on learning that lesson.


	4. all the pain, you're to blame

**Summary for the Chapter:**

> You have to own up to your mistakes before you can expect anyone to forgive you for them. Olivia's still working on learning that lesson.

**Notes for the Chapter:**

> Warning: this chapter spends a lot of time discussing Peter's death, and thus is pretty sad. You've been prepared.

At least the repairs to the living room made sleeping on the couch more bearable. The walls being fully patched up meant the winter air wasn’t constantly fighting the thermostat for control, and they’d finally swept up all the dust and debris. Even the couch cushions had been cleaned off. Olivia could definitely breathe a lot easier like this.

Of course, there were downsides to the living room repairs, in the fact that May had put all her old photos back up.

Everywhere she looked were the faces of ghosts. A photo of Peter in his cap and gown at graduation. May and Ben’s wedding photos. A young Peter sitting with Ben, hunched over a child’s science kit. And happy family portraits on every wall.

This was May’s life, the part that Olivia selfishly decided to reject. A reminder of how much things really had changed since the old days. And a reminder that, ultimately, May was not hers.

There was also the guilt of seeing Peter’s beaming face in those frames, the same face that had been plastered all over the news barely a few weeks ago next to headlines proclaiming the death of Spider-Man. She hadn’t been there when he was killed- she was back in the control room, backing up her data in case the explosion attracted attention- but she knew she couldn’t use that as an excuse, either. After all, from what she understood, while her project didn’t deliver the killing blow, it was what incapacitated him, the reason why the evasive Spider-Man couldn’t escape this time.

Olivia rolled over and hid her face in the couch cushions so she couldn’t see him watching her.

She wasn’t sure what to do to make up for this one. She wasn’t sure there was anything she could do. Normally, when she felt bad about something, she’d make up for it in the form of actions- replacing the thing she broke, or doing a favor to apologize for missing a date. But short of finding another universe’s Peter Parker to bring over (and the past few months had shown why that was a bad idea), there was no replacing what she had destroyed.

She doubted May would ever forgive her. She didn’t even know if she could forgive herself.

She didn’t want to think about it.

Olivia had just finally shaken her mind from the gloomy subject and started to settle in for the night when she heard May coming down the stairs. That was weird. May usually went to bed even earlier than she did.

She sat up, watching as May went to the door and wrapped a large, dark coat around herself. She was certainly bundled up for the weather. Her clothes were darker than the tones May usually wore- she didn’t think May even owned a sweater that dark before tonight.

“Where are you going this late?”

“I’m bringing flowers to Peter.” May didn’t look back at her. Olivia’s heart fell to her stomach again at the tone of her voice. She hated seeing May hurt, and knowing it was at least partially her fault made it worse.

“I’ll come with you.” Olivia quickly got up, snatching her glasses and coat from the coffee table. But May just held a hand up to stop her.

“You don’t need to. I’ll go by myself.”

“I should,” Olivia responded in a hurried tone, scrambling to slip her shoes on. “You don’t have to be alone, I can-”

“Olivia, _stop_.” The look in May’s eyes was enough to make her freeze in place. “I don’t want you coming and pretending that you’re sorry.”

Olivia, stunned, put a hand to her chest. “Huh?”

“I know you, Liv, I’ve known you for _years_. You don’t apologize because you feel bad. You only ever apologize when you want me to stop being mad at you. And I can tell you now that it won’t work. I know you don’t care, because if you cared, this wouldn’t have happened to _begin_ with.”

She was blinking back furious tears as she spoke, voice clearly struggling with the attempt to stay level and not start yelling. Olivia didn’t think she’d ever seen her so angry at her. May shook her head, wrapping her scarf around her neck as she swung the door open.

“ _Goodnight_ , Olivia.” Slam.

* * *

“Come on, May, can't you forgive me?”

“You know, generally people _apologize_ before they expect forgiveness,” May answered, crossing her arms and tapping a foot. She was honestly less annoyed by the missed lab date itself– what bothered her was Olivia's stubborn reluctance to own up to it, as always.

“Look, you know I wouldn't just skip out on you without a reason,” Olivia answered quickly, playing with her hair in an (annoyingly) cute nervous habit. “I love working together! It's just, my doctor called last minute, and he wanted to run some more blood tests. I meant to let you know, but I didn't see you before I had to go.”

May tried and failed to stay mad at her. “The doctor again?” Sure, it was yet another excuse, but it was a solid one. She'd ask the results, but if there was one thing Olivia dodged more than responsibility, it was talking about her personal life.

Olivia nodded and grabbed May's hands. “I'll make it up to you, alright? I already rescheduled our lab for tomorrow, and afterwards we can go out to dinner together! My treat.”

That eager face made May's resolve crumble more. Of course Olivia meant well, it wasn't really her fault that she could be flaky. “Alright,” she answered with a 'what choice do I have’ smile, and Olivia pumped her fist in excitement. “But you can't keep doing this, alright? I know things happen, but you can at least let me know so I'm not standing there for an hour waiting for you.”

Olivia nodded with that crooked grin on her face. “Next time I'll be sure to find you before I go. Thanks, May.” She gave her a too-tight hug, and May gasped and awkwardly patted at her back.

Oh, this girl. What could you do?

* * *

Olivia rehearsed every possible thing she could say on the way over there, but she was still left blank when she arrived.

If she thought the memorials on May’s doorstep were heartwrenching, they paled in comparison to what the actual grave looked like. She had no trouble picking out which spot belonged to Peter, covered in toys, cards, flowers, candles, and hand-drawn crayon messages. It could be seen from across the street.

Olivia hung back as a man and his young son in a spider-themed jacket approached the grave, leaving what looked like a homemade card and bowing their heads for a moment. All these people had cared so deeply for their beloved hero, and here she was, some imposter who had been actively trying to kill him during that time.

Oh, what was she _doing_ here? Just being here felt like she was insulting his memory somehow. She was just thankful nobody recognized her. She didn't know if she could take a third person blaming her for his death today.

They left, and it was her turn. Olivia gulped, smoothed out her coat, and approached.

“Hi, Peter.” She winced internally at how insincere that sounded. She had been mockingly, cruelly calling him by his first name when fighting him for so long, it still felt mean, regardless of the fact it was actually his name. “It’s me.”

Olivia sat on her legs beside the head stone, tracing circles in the dirt with one hand- probably not proper graveyard etiquette, but talking to your ex-nemesis probably wasn’t covered in those rules anyways. She never really believed in ghosts, not in the typical way at least, but there was plenty of evidence pointing towards people feeling better after talking to someone as if they were still there, so it wasn’t an entirely empty gesture.

“I wanted to come talk to you. I know that’s probably a surprise.” She smiled like she was laughing at that, but no sound came out. “You could say I had a change of heart. May said you would have liked to hear that, so I thought I should let you know.”

Olivia took slow, deep breaths, gathering herself. “I got caught up in my project, and lost track of… of everything. I was so focused on the Collider, I never stopped to think about what I was doing to get there. And the way Kingpin did things-”

No, she was making excuses again. This was exactly what May was talking about. Pushing the blame off to someone else, or acting as if it was some inevitable force of her life instead of a choice she made, that wouldn’t help anything, especially considering she was pleading for forgiveness from a corpse.

“I’m sorry.” Her voice trembled, as did her hands. “I’m sorry for everything, Peter. If I could take it back, I would, but I’m sure you don’t want me trying and making things worse. So just know…” Somehow, this was harder than any science project she’d ever attempted. “I know I can’t make up for what I did, but I’ll keep trying anyways. I have to take responsibility for it.”

She glanced down to the circle she had worn into the dirt beside his grave, paused for a second, then drew eight short legs on it.

“Goodbye, Peter.”

As she brushed the dirt off of her coat and turned towards the gate of the cemetery, a familiar figure approached. Olivia winced and braced herself. “How did you get here?” May’s voice asked in a tone that was less accusatory than she expected.

“I took a bus,” she answered, not meeting May’s eyes, fearing the look she’d receive. “I didn’t see him that last day, even though I was there, so I thought I should say goodbye.” Olivia chewed her bottom lip, fidgeting with her gloves. “I know you said you didn’t want me here, but-”

May put a hand on her arm gently, and Olivia lifted her shame-filled face to meet her gaze. There was a tenderness to May’s gaze that she didn’t feel she deserved. “I said I didn’t want you coming because I thought you were going to be insincere. I didn’t want you making a big show of how sorry you were, not because you cared about him, but because you felt bad for me. If you were going to apologize, I wanted it to be to Peter, not me, and I didn’t think you were ready to do that yet.”

The smile May gave her was sad, but warm. “He would have been proud of you, Liv.”

Olivia choked on her words, trying to respond. Her eyes and cheeks stung, and her breath was short. “I don’t- deserve-”

“It’s not about what you deserve,” May answered gently, and Olivia did her best to blink back her tears before the waterworks started. “You can’t change the past. What matters is what you do with your future.”

Her hand slid down Olivia’s arm, intertwining their fingers. “Come on. Let’s go home.”

Surprisingly, when they got back, they didn’t both immediately split off to get changed for bed. Rather, at May’s suggestion, they went up to the second bedroom. There was a pain, there, of seeing the room so lived-in and so empty at the same time; but ignoring a wound didn’t make it heal, and it would still hurt just as much no matter how long they put it off.

The two of them slowly cleaned out and organized Peter’s former room late into the night. Seeing these real reminders of him, humanizing the man she had inflicted so much violence on, left holes in her heart, but they didn’t hurt as much as she thought they would. It was time to come to terms with the past and move on.

And for the first time in a long time, as she settled down to sleep in an actual bed, Olivia felt as if there was a weight off her chest. No, she didn’t feel good, but she felt… better. Like her goal of becoming a better person might actually be in reach now. She gave the picture still hanging on the wall a smile.

 _Goodnight, Peter. And thank you._

**Notes for the Chapter:**

> I hope you all didn't cry too much, just wait until you see what I have planned for next chapter. ;) This marks the end of the first third of the story, and hopefully May's going to start warming back up to Olivia from here on out. But we've still got plenty of story and conflict to go, so hang on to your seats! And be sure to leave your own hand-drawn crayon tributes down below in the comments if you liked it so far.
> 
> Next chapter: Olivia gets caught with her hand in the cookie jar- or the medicine cabinet, as it is.


	5. I won't say I'm sorry for being who I am

**Summary for the Chapter:**

> Olivia gets caught with her hand in the cookie jar- or the medicine cabinet, as it is.

**Notes for the Chapter:**

>  **MAJOR warning for this chapter:** the flashback in this chapter contains heavy themes of transphobia and abusive parents. I'll put a short summary of what happens in the end notes so you can skip it if you choose and still know the backstory.

One advantage of sleeping in the upstairs bedroom was that it was a lot easier to tell when May had gone to sleep. She wasn’t a snorer- on the contrary, Olivia had to listen for when she _stopped_ making noise, as she tended to shift around quite a bit before she finally settled in. She remembered that she used to find it endearing.

Tonight, however, she was just restless.

May had been up for far longer than she usually was, preparing for the holidays now that her house was finally in decent shape. Olivia did her best to pretend to sleep without actually dozing off; it was very important she didn’t fall asleep before May tonight. She probably could have gone and grabbed it about five times in the time May was hanging decorations in the living room, but she didn’t want to risk getting caught.

Finally, May was in bed. Olivia waited ten minutes after the last time she heard May move (she’d normally wait fifteen, but her patience was already thin) and then silently nudged open her door, slipping into the shared bathroom.

Sure, she should probably feel guilty about getting into May’s pills. Still, what else could she do? She couldn’t walk up to the pharmacy and fill her own prescription when she was legally dead, after all. She was just lucky May took the same thing as her, even if it was for a completely different purpose.

Hey, hormones were hormones.

Olivia pulled the medicine cabinet open very slowly, wincing as the old joints creaked in spite of her precautions. She’d have to put that on the seemingly never-ending list of home improvement projects that she’d been keeping herself busy with.

Wait. Where was it?

That wasn’t a good sign. Sure, Olivia had a habit of misplacing things, but May was meticulous in her organizing. And while they’d been running low, there should have at least been a few pills left, so she wouldn’t have thrown it out yet.

Was she misremembering where it was? She scanned the entire cabinet, then the sink counter, then the drawers under the sink. Plenty of little orange bottles, but not the one she was looking for. Maybe May took it down to the kitchen to take it with her breakfast? She didn’t usually take the whole bottle, though… But it was her best lead.

She opened the door to head downstairs and came face to face with May.

Olivia gulped and nervously adjusted her glasses. “Oh, May! I thought you had gone to sleep.”

May’s face was unreadable, arms crossed. “Hey, Liv. Looking for this?” she asked flatly, holding up the container she had just been looking for.

Busted.

* * *

 

“Are you sure you’re going to be alright?”

May squeezed Olivia’s hands, brow creased in worry. Going home for the holidays should be a happy thing, but from her stories, her mother was controlling, and her father… well, the less said about Olivia’s father, the better.

Olivia gave her that little smile that didn’t look entirely sincere. “I’ll be fine. I mean, what am I gonna do? I can’t exactly hide it from them.”

She had a point. Olivia had really bloomed this past semester, and if May noticed it when it was a subtle shift over time, there was no way Olivia’s parents wouldn’t notice when they hadn’t seen her in months.

Or really, hadn’t seen _her_ at all.

“Still.” May frowned, taking the scarf she had gotten Olivia for the holidays and draping it over her shoulders. “I’m worried about you, Liv.”

“I’m worried too,” Olivia admitted, adjusting the scarf herself. “But I’m gonna have to face them at some point. I can’t control how they react, but I can tell them the truth. They can take it or leave it, but I’m not going to keep pretending.”

Her tone sounded much less confident than her words suggested.

“Well, you know how to get ahold of me if you need me,” May finally conceded, giving one last comforting squeeze. Sure, she’d be headed back to her own home tomorrow, but she gave Olivia the phone number for that house as well, just in case. She wished she could go with her to help, but she had a feeling that might only make things worse.

Olivia latched onto her in a tight hug, then, one that lingered long enough for May to feel the terror she had tried to mask with that nervous smile and too-casual words coursing through her body. Olivia wasn’t a small person by any means, but right now, she seemed incredibly frail and vulnerable in her arms.

What a cruel world, in which simply going home could terrify her like this.

Finally she pulled back, cracking that same smile she always did. “Thanks, May. See you when I get back.” _Hopefully_. Olivia propped her suitcase up on its wheels and closed the door behind her.

May couldn’t shake that fear the rest of the evening as she packed her own suitcase up. The thought of some people being so cruel to their own daughter, just for not turning out the way they expected her to… It was horrific. If she ever had children, she would make sure they always knew that she was on their side, that they never had to fear like this.

Just as she had finished her packing and was settling down to sleep, May heard the knob of the door jiggling, and her heart dropped into her stomach.

Sure enough, there she was. Her hair was a mess, her glasses crooked. Her eyes were wet and puffy, and her cheek had a huge red handprint on it. And that little smile she gave when trying to pretend everything alright was gone.

Olivia Octavius looked practically shattered.

“Oh, Liv,” May murmured, rushing over to the woman’s side and putting an arm around her, guiding her back to sit on the edge of the bed. One hand gently rubbed at Olivia’s back. “I’m so sorry.”

She didn’t have to ask what happened. Her face was enough.

“May-” Her voice cracked, and then Olivia buried her face in May’s shoulder and just _bawled_. May had to suppress her own tears, knowing it wouldn’t help the situation. It broke her heart to see Olivia this hurt.

“They, they treated me like I was _nothing_ ,” she wailed, trembling something awful in May’s arms. “Like I wasn’t the same person anymore, just because I changed my name. I was like a _stranger_ to them.”

Olivia took shaky breaths between words, spilling probably more information on her home life than she had shared over their entire friendship. “I mean, I expected my dad to hate me, I was never good enough for him even when I was trying. But my mom, I thought she cared at least a little. But I guess she just wanted the perfect little son she imagined. She acted like I took him away from her, as if he ever existed to _begin_ with. I was _never_ that boy.”

“I know, Liv, I know,” May whispered, gently rocking her in her arms, doing her best to provide at least an ounce of comfort and safety to the woman who had just had all of that ripped away from her by the two people whose love was supposed to be unconditional.

“I knew it wouldn’t go well, but it still _hurt_ ,” Olivia continued, burying her face further into May. “And- and they told me not to come back. They told me that _Olivia_ wasn’t welcome.”

She shook her head. The sobs that wracked her body seemed to stick knives in May’s heart. “I’m not, I’m not going back. I was _miserable_ as Otto. I’m not going to go back to that so they can pretend I’m the perfect child that they wanted.”

“I know.” May had half a heart to hunt down Olivia’s (former) family and give them what they deserved for breaking her like this. Maybe she would in the future. But right now, she cradled Olivia close and let her spill her heart out, giving gentle words of reassurance now and then, just being there for her.

Tomorrow morning, she’d call home and delay her trip, or ask if they could have one more person over during the break, and invite Olivia to stay with them over the holidays. She couldn’t leave her like this. Not when she so desperately needed a friend.

* * *

 

Olivia’s face went sheet white at the bottle in May’s hands, stammering as she tried to come up with an excuse. “I- uh-”

“Did you think I wouldn’t notice?” May shook the bottle for emphasis. “I don’t go through these that quickly on my own.”

“Okay, fine,” Olivia admitted, throwing her hands up. “My supply ran out a couple of weeks ago, and I can’t go pick up a new one-”

“So you thought you’d just use mine.” May crossed her arms again and shifted her weight to the other foot.

Olivia felt her face heating up and throat constricting; this subject was one of her pressure points, and May _knew_ that. “You _know_ why I take them! And you used to be on my side!”

“I still am.”

May put a hand on Olivia’s arm, and she took a deep breath before she started descending into hysterics. “Liv, I’m not upset with you for taking my hormones. I’m upset that you thought you had to go behind my back to do so. If you had asked, I would have said yes. I want to help you, Liv, and that means getting you the things you need.”

She pressed the bottle into Olivia’s hand. “And honestly? You can have the rest of these. They aren’t doing me much good lately anyways.” May gave a wry smile.

Olivia swallowed thickly and didn’t quite meet her gaze. “I’m sorry.”

“Just ask for help next time,” May answered, giving her arm a pat before pulling back again to head back into her bedroom. “And get to bed soon, it’s late.”

Olivia nodded though May couldn’t see it, a slight smile coming to her face as she shook one of the pills into her hand. It was nice to have someone on her side.

**Notes for the Chapter:**

> [Flashback summary: Olivia goes home for winter break for the first time since she came out, only to return in tears after her parents throw her out for it.]
> 
> Fun fact, prescription estrogen is mostly used as a treatment for menopause, and May is old. ;) So, who saw this coming? I hope some of you did, I left a couple of hints here and there. In fact, I've left 'a couple of hints' towards the subject of most of the future chapters, so maybe you can figure out what some of the next chapters will be about? (By the way, I didn't pull Liv's parents from thin air: in general, the few universes where we see Doc Ock's childhood show that it was pretty rough.)
> 
> As always, remember to leave some comments down below on what you thought, any questions you have, or even just general acknowledgements of "I read this thing"! I'll even accept criticism, as I admittedly didn't proofread this chapter as thoroughly as I usually do.
> 
> Next chapter: Idle hands are the devil's workshop, so they say, but is Olivia ready to get back to work?


	6. when am I going to start living

**Summary for the Chapter:**

> Idle hands are the devil's workshop, so they say, but is Olivia ready to get back to work?

The repairs to May’s house went a lot quicker than either of them expected.

Really, in hindsight, they should have figured it might happen like this. One of the occupants of the house was the retiree aunt of a superhero who had been involved in plenty of battles like this before, and the other was a hyperactive supergenius on house arrest. With how quickly they progressed, of course they’d run out of projects sooner rather than later.

And that should have felt good, to get it all finished, but Olivia didn’t spend much time basking in their success before she was bored of it.

Frankly, she had no idea how May could stand retirement. One day in without a project to work on and she was already losing her mind. Plenty of people would love time off– they'd channel surf or play a game or something else mind numbing– but Olivia wasn't content with consuming. She had to create.

It didn't help that she had to be extra careful about going outside, lest she be recognized by somebody, so that cut down her options considerably.

She'd normally spend time between projects tinkering with her arms and trying to improve them, but that was also a no-go, considering May still hadn't returned them. It was certainly difficult to adjust to life without them, when she'd spent so many years using them, but hopefully that wouldn't be for much longer. May was starting to warm back up to her, after all. Hopefully she'd reach the ‘trust’ threshold May had in mind soon enough.

Until then, she’d have to keep herself occupied.

Olivia rolled her yoga mat back up (being stuck inside was no excuse to ignore her health), exchanging it for the chemistry set May had previously brought out for Spider-Man. It was simple, almost juvenile, but it would have to do for now. And now, she had samples of his web fluid that she could examine, _improve_ —

“Could you at least put some paper down under that?” May interrupted her train of thought, dropping a pile of old newspaper beside her. “I don’t want you ruining my coffee table.”

Olivia complied, sliding some classified ads under what she already had out, and May took a seat beside her. “I’m not judging,” she continued, “but this old kit looks a little bit below your level.”

“And what else am I going to do, go through all seven seasons of Firefly?” Olivia responded offhand as she continued to set up the equipment. “I’ve gotta do _something_ , or I’ll lose my mind. I’d prefer a full science lab, of course, but I’ll work with what I have.”

May gave a thoughtful look, glancing over to the pile of notebooks in a cardboard box that Olivia still hadn’t done anything with. She picked one up off the top and passed it to her. “What were you working on before? Besides the Collider, of course. You said you had some pet projects in these?”

“Mostly, I worked on my arms.” Olivia put on her best innocent, ‘I’m-doing-better’ expression, smiling and batting her eyelashes. “Maybe I could work with those again?”

The expression May gave in return didn’t exactly inspire confidence. “I don’t know, Liv. Not yet. It’s still too soon.”

Olivia gave a sigh in response, more resigned than exasperated. She couldn’t blame May, really. She had caused so much harm and destruction with those arms, and had only just begun to reverse some of that damage. “It’s fine. There’s not much I could do with this, anyways.” She gestured to the small set of equipment laid out on the table.

She then laid back on the couch, staring up at the ceiling. “I just hate feeling useless,” she admitted. “I could be doing so much, doing _good_ this time, and instead I’m wasting it sitting here. When can I get back to changing the world?”

May gave a knowing smile in response, a spark in her eye.

* * *

“Rejected. Again.”

May watched as Olivia flung herself backwards onto the bed, hands up in the air. “I don’t get it, May. What am I doing wrong?”

May took the rejection letter from her, glancing it over. _Reilly and Octavius... we regret to inform you… due to the nature of the proposed project… at this juncture there is nothing available… hope to be in contact in the future…_ Pretty standard stuff. In fact, she thought she had read this exact letter three times prior. Did they all get their stock rejections from the same source?

Olivia groaned and smothered her face with a pillow. “I never had this much trouble getting funding before,” she grumbled.

“Oh, Liv.” May gently patted at her shoulder. She had a point, of course— women in STEM were already facing a stacked deck, and even living with her, May had only a glimpse at the extra struggles Olivia went through. Still, it wouldn’t do any good to encourage this line of thought. “We’ll find something. It’ll just take some time.”

“But how much time?” Olivia rolled over, face down with her glasses still on. “What if I run out of time? I can’t put everything on pause until the world catches up.”

May frowned, not liking that defeatist tone, and laid back beside her. “We’ll figure something out, I know it.”

Olivia gave a skeptical grumble in response. “It’s just unfair,” she added after a moment. “There are idiot billionaires out there who don’t do anything with their money, and here I am with all these ideas and no way to use them. You know, I bet I could take enough money to fund my research _and_ live off of the rest of my life, and they wouldn’t even notice.”

Sure, she wasn’t _wrong_ , exactly, but the tone worried her. May propped herself back up slightly, giving Olivia a concerned look. “I wouldn’t recommend that.”

“What, you’re defending billionaires now?”

“I’m not worried about them, I’m more worried about the message you’d send. What we really need is long-lasting change, and that wouldn’t do it.”

Olivia turned her head, looking up at her with weary eyes. “Yeah, but that takes forever. And with how things are going, I don’t know that I can wait that long.”

May let out a soft breath. It was a pickle, to be sure. She really wished there was something more she could do to help. More than that, she wished the world wasn’t putting her in this position to begin with. But she couldn’t change the fabric of society on her own, so right now, she’d have to just focus on helping Olivia.

“Look, I’ll submit some more applications,” May said after a long moment. “Try some new angles, see if I can’t find something to at least get us started. We can do this. Just, don’t do anything rash, alright?”

Olivia nodded slowly into her pillow, reaching over blindly to hold May’s hand. “Have I told you how great you are?”

May just squeezed her hand in return, smiling. “Hey, what are friends for?”

* * *

“I thought you said the shed was off-limits?” Olivia asked, following her into the backyard in considerable confusion.

“And I’m still not comfortable with you coming back here on your own, but you’re right. It’s about time you got the chance to really work.” She unlocked the shed- and it glowed bright white as the door split open in a spider pattern.

May must have seen the stupefied look on her face, as she just winked. “Come on, follow me.”

Olivia gaped as what appeared to be a normal garden shed transformed around her into a humongous superhero headquarters. “ _Wow_.” She sounded practically breathless. “This— this is _incredible_! All of Spider-Man’s equipment, no wonder he was so organized! And to create and build this space, and for it to be hidden all this time, just underneath the neighborhood—” She nearly squealed like a schoolgirl in excitement, hands moving in that universal ‘geeking out’ gesture.

“Easy,” May said with a laugh, putting a hand on Olivia’s shoulder to stabilize her. “Don’t fall, it’s a long way down.”

Olivia didn’t heed her warning, eyes flicking around the room. “All of those suits-- oh, I remember that one! It all makes sense now, how he was always able to make the perfect device, key, override—”

“Goober?” May added in a joking tone as they reached the bottom of the hideout. She then looked up towards the ceiling. “You can come down from there, by the way.”

She followed May’s gaze as the young, black-suited Spider-Man dropped down from the rafters. The two of them recoiled at the sight of each other. “Look, I know you say she’s stopped being evil, but is it really a good idea to let her in here?!” he asked in an exasperated tone.

Olivia frowned and crossed her arms. “You still don’t trust me, Spider-Man?”

“Considering you tried to kill all of us? Yeah, it’s gonna take some time,” he shot back.

May stepped between the two of them. “She can’t get in here without me the way you can. Besides, half of the reason she’s staying with me is so that she can change the world for the better this time.”

He grumbled something under his breath, and May put a hand on her hip. “And what did you come down here for?” she added. “I don’t mind you borrowing old tech, but you need some training for some of these things.”

“Well, I was kinda hoping Peter had a tracking device? I was fighting Lizard, but he got away from me, and I thought there might be some way to follow him.”

May nodded, retrieving a handheld device and tag from a drawer near the computer console. “Here. We wound up making a bunch of these, we used them so often. Tag him with this next time you see him, the tracker can follow it.”

Spider-Man seemed to perk up as he received the device. “Perfect! Thanks, May. And, uh, bye, Doc.”

“You know, you can call me Olivia,” she offered.

“Uh-huh, well, see ya!” He zipped back out with his webbing. May just shook her head with an amused expression and turned to face Olivia. She pulled her hair back in that ‘getting serious’ way that always made her heart flutter, putting on safety glasses that had also been nearby.

“How about we make some gadgets of our own?”

“I’d _love_ to,” Olivia said truthfully, positively brimming with enthusiasm. “Now if only I had—” And May pressed something into her hands. “My goggles? Hey, wait a second.” She raised an eyebrow at May. “How long have you been planning this?”

May just gave her a smirk. “I was just waiting for you to ask.”

They worked down there for a long while. In fact, they worked so long that it was dark when they finally came back up, and Olivia was reminded of how she took an office with huge windows at Alchemax so she wouldn’t lose track of time. She was also reminded by her cramped, shaky fingers of why she used her tentacles to build most of her projects nowadays.

But most importantly, she was reminded of the old days, the days of projects bearing the names Reilly and Octavius, of long hours isolated in a lab together, tired eyes and stiff limbs easier to bear because it was shared. Things weren’t exactly the same anymore, of course. They were old, now, and there was still a layer of distance between them. Moments that in their wild youth would have resulted in stolen kisses and affectionate touches now just left Olivia giving longing looks when she was sure May wasn’t looking.

It wasn’t the same, but it was as close as they’d probably ever get, and she’d take it.

**Notes for the Chapter:**

> Halfway there! We're about to really get into the meat of the plot. ;) Miles needs to pop back in every now and again, both to justify his character tag on this fic, and to keep an eye on Liv's progress at redeeming herself.
> 
> As an aside: if I wrote a one-off, smutty side chapter for this fic and uploaded it as a one-shot, would anyone be interested? It would take place between chapters 7 and 8, and would be in the same format as this fic (ie, flashback sandwiched in the middle of the action), but it wouldn't set up future chapters or be referenced in the other chapters, just sort of a supplemental piece. I might also just wait until after the entire fic is completed, but I've been thinking about it, and wanted to gauge interest. (Honestly, I'm kind of surprised at the lack of Livmay smut, considering that seems to be the dominant pairing and everybody's hot for Liv?)
> 
> Thanks as always to all my readers, even the lurkers out there! Just the fact that you got this far means I'm doing something right. If you can, be sure to let me know your thoughts on this part!
> 
> Next chapter: She may be going out on one of her few remaining limbs here, but Olivia gets the feeling that May doesn't want to give her arms back.


	7. everything I love is slowly killing me

**Summary for the Chapter:**

> She may be going out on one of her few remaining limbs here, but Olivia gets the feeling that May doesn't want to give her arms back.

Olivia stared intensely at the cup for several seconds longer than she should have before realizing she’d have to put down what she was holding to grab it.

Her plight apparently didn’t go unnoticed by May, who gave her an amused smile as she returned to set her plate down first. “Are you trying to move things with your mind, or just having a staring contest with my cabinets?”

Olivia gave a dry “ha ha” in response. “I keep forgetting I only have two arms,” she explained as she poured herself coffee. “It’s pretty limiting.”

“Welcome to the human world,” May deadpanned. As Olivia sat down at the table, May got up to rinse her dishes, having finished her breakfast right when Olivia was starting hers. “This is good practice for you.”

Olivia just sighed and poked at her food.

When May sat back down opposite her, she folded her hands in front of her face, watching Olivia with that telltale look of concern. “Are you feeling alright?”

Olivia sighed again. “When can I get my arms back? I mean, you said ‘when I can trust you again’, but what else do I have to do to prove myself to you?”

May had an almost guilty look on her face, one that made Olivia nervous. She didn’t meet her gaze. “I don’t know that you should get them back.”

“Wait, what?” Olivia dropped her fork, standing up. “But, I swear I’m doing better! I’ve changed!”

“I know you have,” May said with a slightly worried smile. “You’ve made so much progress. But that’s part of the reason. You haven’t been this… _good_ since before you made those arms. I’m just worried that going back might undo all of this. Those arms changed you, Liv.”

“Yeah, for the better!” she protested. “I felt so much more like myself!”

“But they made you careless and dangerous. I looked at them when I treated you, and I think the interface might have messed with your brain.” May stood up as well, reaching for Olivia’s hands. “And I don’t want to lose the woman I–”

Their conversation was interrupted by knocking at the door. “PDNY,” the voice announced itself, and Olivia’s heart dropped into her stomach. Based on May’s expression, she felt the same.

It didn’t take long for May to kick into action, practically pushing Olivia across the kitchen. “ _Basement, now,_ ” she whispered under her breath. “Don’t touch anything, I’ll come and get you when he’s gone.”

Olivia luckily managed not to stumble down the stairs as May hurried her along, shutting her in. She heard May answer the front door with an excuse about how she had just been sitting down to breakfast, and oh, why don’t you come in, officer, make yourself at home.

Olivia crept down the rest of the staircase, hoping beyond hope that none of the stairs creaked, and descended into the one place May had forbid her to go.

* * *

 

May didn’t glance up from her textbook as Olivia returned to the room. “How did those tests go?”

“Oh, wonderful,” came Olivia’s response. “The reaction time is excellent, and you wouldn’t believe the range of movement they have. Most of all, they feel totally natural to use! I’m telling you, May, this is going to change the world.” Though she wasn’t looking, she could already picture the look on Olivia’s face, and it made her smile.

“You mentioned that,” May agreed with amusement in her tone.

She did her best to focus on her reading as Olivia moved in her peripheral vision, filling up the special cup May bought her to help her stop dropping her drinks. Apparently that was too much to ask, though, as even with the extra grip, it slipped through her fingers–

–and a mechanical limb shot out and grabbed it before it hit the ground.

May immediately sat up, hand over her mouth, textbook discarded for the moment. “Liv, you’re not supposed to take those out of the lab!”

The tentacle gripped her cup firmly and brought it up to Olivia’s mouth, where she sipped at it casually. “Why not? This is exactly what they’re designed for. Daily use.”

“They’re not ready yet,” May protested.

“And they never will be if we don’t actually try them in the field,” Olivia countered. “We could spend years perfecting them in that sterile lab, only to take them outside and find out they won’t work under normal conditions. We both know gathering actual regular usage data is invaluable for the project, so that’s what I’m doing.”

At the frown May gave her, Olivia added, “Besides, this is the first time in the past month I haven’t spilled anything. That’s worth something, right?” She gave a pleading look. “Please, May, I feel so much better with these on. They’re just how I imagined they’d be.”

May took a deep breath. She didn’t like this, taking prototype equipment from the lab without permission, even if it was their own project. It made her nervous. But she couldn’t deny what Olivia said, either. They’d tried lots of things, but it looked like these arms were the first things that actually did any good for her, and goodness knows she needed it.

“Alright,” she conceded after a moment, and Olivia cheered. “If you think the good they do outweighs the risks… I trust you, Liv.”

Two robotic limbs suddenly snaked around May’s body in a hug, and May tensed up. She knew it was Olivia’s doing, that she was in control, but she couldn’t help the way her heart skipped a beat. “You’re the best, May, I love you!” Olivia said louder than necessary, face split into a huge grin.

“You mentioned that, too,” May answered, awkwardly patting one of the robotic limbs. This was just another strange part of living with her that she’d have to adjust to, she supposed. “Love you too.”

* * *

 

It was dim here in the basement, but there was enough light that she could make out her surroundings after a few seconds adjusting. Olivia glanced around, scientific curiosity getting the better of her. Why had May wanted her to stay out of here?

It looked like it was mostly storage space, which made sense. If her shed was secretly an entrance to a hidden basement, of course her actual basement would be a storage shed. It mostly just looked like old knick-knacks and the occasional family heirloom, though.

Olivia smiled as she saw a stack of hand-knit scarves. She always thought May’s scarves were wonderful, and the ones she made herself even more so. In fact, she recognized a couple of those. She started rifling through the stack–

–and paused as she felt something squish underneath it.

Olivia stared for a long moment, as if running into a friend she hadn’t seen in years. There they were. Disconnected, sure, but it looked like all four of her arms were there, and digging just a little further, so was the harness, looking awfully empty and incomplete.

She ran a hand between her shoulder blades, wincing slightly at the spots where flesh became metal. She _felt_ awfully empty and incomplete.

She almost instinctively went to reattach them, but paused, one human hand trembling slightly as she held a deflated limb. May’s words echoed in the back of her mind. What if she was right? What if the arms really had changed her, and the reason she had improved was the fact she had gone without them? Could she justify risking it at this point? Could she directly disobey her instructions?

Could she break May’s heart like that?

She heard May’s footsteps approaching, and she scrambled to cover it back up with the scarves. No, she couldn’t do that to May. She had resolved to be better, and she didn’t need those arms to do that.

She winced slightly as the room was flooded with light from upstairs. “He’s gone,” May called down the steps. “Turns out it was a neighborhood issue that had nothing to do with you. You can come back up now.” Olivia nodded and hurried up to join her before she was tempted to do something she might regret.

That night, she had trouble sleeping. Now that she knew exactly where her arms were, she missed them more than ever. Those arms were more than just a tool or a weapon, they were a part of her, and she didn’t feel right without them.

After a long period of tossing and turning, Olivia gave up and went to pacing the halls. Apparently she was louder than she intended, though, as a sleepy-eyed May emerged from her room. “Liv? What are you doing up...?” she inquired wearily.

“Sorry,” Olivia whispered in return. “I can’t sleep.”

May reached out and gently took her wrist. “Want to talk about it?” She nodded her head back towards her bedroom, and Olivia obliged, trying to calm the flutter in her heart at that little touch.

She sat on the edge of the bed, looking away from May. “I know those arms weren’t normal,” she admitted softly. “I know two is enough for most humans. But I lived with them for so long, they became normal to me. Going from having six to having two… Even when I’m not using them… I just don’t feel right without my arms around me.”

May was silent, though Olivia felt her shifting on the mattress. Then, she was pressed up against Olivia’s back, arms snaked around her in a gentle embrace. “Is this better?”

Olivia couldn’t help the little laugh she gave, leaning back into May’s touch. Surprisingly, it did work, to an extent. She certainly didn’t feel like her arms did– but she wasn’t thinking about how much she missed her own arms when she was in May’s.

“Yeah. It is.”

**Notes for the Chapter:**

> Easy, Liv, don't use up all of your willpower here, you've still got five chapters to go. ;) At least her and May are getting more comfortable together, so that should hopefully give her a good reason to behave.
> 
> Thanks for all the feedback on the last chapter! The one-off chapter is definitely in the works, but we'll see if it gets posted during or after this fic is done. It will be posted under a separate work so that this one retains its T rating, but I'll be sure to link it back to this one.
> 
> Next chapter: Olivia's pride is going to put her in the hospital some day. She just hopes it's not today.


	8. things are not getting better

**Summary for the Chapter:**

> Olivia's pride is going to put her in the hospital some day. She just hopes it's not today.

**Notes for the Chapter:**

> Warnings for this chapter: it's a little medical, though only in the most vague of terms. Still, thought I should warn for it.

Olivia couldn't do anything but watch as the mug shattered on the floor.

She stayed frozen to the spot, trying to will her fingers to unlock. No, no, it was too soon for this to start happening again, she just needed a few more days—

As she managed to move again, crouching down to pick up the pieces, May came in as if summoned by the crash, making a tutting noise.

“All these years and you still haven't learned how to use a dustpan.” She held one hand up to indicate 'stop’, bending over to sweep up what remained of the ceramic mug, then mopping up the spilled coffee with a paper towel.

Olivia chewed on her lip. “I'll replace it.”

Straightening back up, May turned to her. “Are you alright? Didn't cut or burn yourself?” Olivia shook her head, and May took her hands in her own. “That’s good– your hands are so shaky!” Her eyes went to the ground, to the ceramic shards in the garbage, and then back to her face, putting it together. “Liv, be honest with me. Have you been taking your medicine?”

Olivia swallowed thickly and shook her head again. “I was–”

“ _Olivia_!” She winced at the distress in May's voice. “You can't just stop taking it! When was your last dose?”

“I got down to my last pill a week ago, so I was saving it, trying to analyze it so I could synthesize more—” she protested, and May shook her head firmly.

“You need to come sit down.” May hurried her over to the living room couch, and Olivia would have protested being treated like an ill child if not for the fact that it meant May had an arm around her.

May sat down beside her, pinching her forehead in stress. “A _week_. For goodness sake, Olivia, what were you thinking?”

“That it's an expensive prescription medicine, and that I'm legally dead?” Olivia answered, frowning. Did May just think she was that careless? “Like I said, I was working on creating a new batch.”

“So you were a week off of your medication _and_ messing with chemicals. That doesn’t make me feel better.” May took her hands again, and Olivia was suddenly very conscious of just how badly they were shaking. “When were you going to tell me? I’ve told you already to ask when you need help.”

“Yeah, but the hormones are one thing. This–”

“Could save your life!” May interrupted. “You said you were saving the last pill? You need to take it. Now.”

“And then what? That’ll help me today, but what about next week?” Olivia frowned further. “I can make more, I know it, I just need a few more days.”

“Olivia, I can get you more medication. For now, you need to take what you have. What if you had another episode while you were working with the equipment, and really hurt yourself?” She stood up from the couch, pulling her phone from her purse. “I can’t leave you alone right now. I’m calling a sitter.”

“I’m not a child, May. I can take care of myself.” Honestly, she was already resentful of being treated like she was helpless.

“You’re sick,” May shot back, with the phone already up to her ear. “Don’t you dare get off that couch. Hi there! It’s me, May. Are you busy? Great. Listen, I need to take care of something out of the house for a while, but I need someone to watch my _houseguest_ while I’m gone. I know, I wouldn’t ask if it wasn’t important. Thanks so much, I’ll see you soon.”

Flipping the phone shut, she turned back to Olivia. “Now where is that last pill of yours hiding, anyways? Don’t get up,” she chided as she saw Olivia move. “I’ll bring it to you.”

Olivia wanted to protest that she had been moving around just fine on her own the past week, that May wouldn’t have even noticed if not for her dropping the coffee mug. That even without her medicine, she was still capable enough of basic functions. But her voice seemed to get caught in her throat. And besides, even though it was her own body, May wouldn’t listen to her.

Nobody ever seemed to listen to her.

* * *

 

 _Crash._

May looked over as Olivia dropped yet another glass, spilling her drink all over the common room floor, and sighed. Wasn't she going to at least try to clean that up? It looked like she was just staring at it.

In fact, she was staring at it for a while.

As her annoyance turned to concern and prompted her to go check on her roommate, Olivia finally seemed to come to her senses. Well, as much sense as she ever had, considering she was now bending over to pick up glass shards.

“Don't use your hands!” May admonished, searching the cabinets for the cleaning supplies. “I'll find something to sweep it up.”

Olivia froze in place at the scolding before straightening back out. She seemed to be completely lost in thought, barely reacting as May made her way around her ankles to sweep up the debris.

There, all cleaned up. “You alright?” May asked, noticing Olivia staring down at her hands. They looked so shaky…

“Y, yeah, my hand slipped,” Olivia answered unconvincingly. May frowned, cupping Olivia's trembling hands with her own.

“ Seems to be happening a lot lately.”

“I'll use plastic cups next time.”

May let out a breath. “Liv, I really think you should see a doctor.”

“It's fine, May, it's normal–”

“It's not normal!” May interrupted. “And it looks like it's getting worse. At least go visit the clinic. I'll walk you down there, alright?” She put her arm around Olivia's shoulders. She hated having to coerce her like this, but it was for her own good.

Olivia let out a sigh of her own, leaning slightly into May's touch. “Alright, alright. I'll go.”

There were already a few people waiting to see the nurse, and as reluctant as May was to leave her, she had some homework to do. “If I'm not back in time for Dr. Simmons’ lecture, take good notes, okay?” Olivia said with her too-bright grin of avoiding a serious topic.

Well, if it would make her feel better, May would play along. “Since when do you ever study off of notes?” They both chuckled, and May squeezed her hands- not as shaky as before, but not quite still, either. “Good luck.”

“Thanks.” Olivia weakly squeezed her hands back.

She did miss the lecture. When May returned to their room (despite her teasing, she did attempt to take neat and comprehensive notes), she found Olivia face down on her bed, snoring away. May just smiled softly, perching on the edge of the mattress and running a hand through her tangled hair.

Olivia stirred at the motion, turning to face her. “Hey, Liv.” She simply responded by leaning against May’s hand like a cat being pet. “How are you feeling?”

“‘m fine,” Olivia mumbled. “What’d I miss?”

“Oh, your favorite, ethics in experimental studies,” May teased, getting a groan out of the other woman.

“Ugh. If I wanted to learn ethics I’d be a philosophy major.”

Olivia shifted over to make more room for May, and she took it. “So, how’d it go?” May asked, concern creeping into her tone despite herself. “What did the nurse say?”

“Dunno. Said they’d have to run a few more tests. It… doesn’t look good, though.” Olivia’s face fell, and she buried it back into her pillow.

“Oh, Liv.” May just kept petting her hair. “I know you. You’re the toughest girl I’ve ever met. You’ll get through this.”

When she didn’t respond, May simply set the papers down beside her. “Now, come on. I know you don’t care about it, but you have to learn it for the test.”

Olivia finally rolled over, looking over the papers and raising an eyebrow. “I don’t know that I can get it all from the paper. Maybe you should tutor me~?” She leaned against May’s arm, and May laughed.

“Alright, but you have to sit up, there’s no sleeping in class.” Olivia grinned at her playing along, sitting up as told.

“Yes, Professor Reilly~.”

* * *

 

Olivia eavesdropped on May talking to whoever she had roped into babysitting. “First aid kit’s above the sink. You have my phone number. If anything happens, I want you to call me first, alright? As long as she stays where she is she should be alright, just don’t let her hit her head. Thanks for coming on short notice, by the way.”

“Hey, it’s what I do,” responded a somewhat familiar voice.

Olivia raised her head to see who it was, but didn’t recognize the face- it was a kid, barely even 13. _That_ was a low blow to her pride. She sunk further into the couch, already in a poor mood.

“I should be back in a few hours,” May called over her shoulder, picking up her bag. “See you then.”

The door slammed, and the kid came and sat in the armchair across from her. “So, uh. Your name’s Olivia, right?” Olivia nodded silently in protest. “Okay, uh, nice to meet you? So, how come May’s so worried about you being left alone?”

“Because despite the fact that I’ve been fine for the past week, she thinks I’m going to suddenly collapse today for some reason.”

He looked even more confused. “Why would she think that? Do you do that?”

“It’s happened once or twice,” she begrudgingly admitted, “but not this quickly. She wouldn’t listen to me, though.”

“Well, it’s okay, anyways, I can just work on homework.” He hauled a huge textbook out of his bag, followed by a spiral notebook and multiple colored pens. “Hey, you’re good at science stuff, right? Uh, May told me you were a scientist,” he explained. “Maybe you can help me with my physics homework?”

Olivia gave a snort of a laugh. “If I can’t, they need to take away my degree.” She sat up. “So, what are you working on?”

He showed her the worksheet he was working on- pretty advanced for his age, but to her, it was child’s play. And delving into her field of study, mentoring him, she quickly forgot the reason he was here, the reason that she was previously mad at May. See, she was perfectly competent-

“-Olivia?”

Why was she staring at the ceiling? She turned her head to see the kid watching her with a worried expression, phone in his hand, and pieced it together, inwardly cursing at how May was somehow right yet again. “How long was I out?”

“Like a minute,” the kid answered. “You kinda fell over, but onto the couch, so it was okay. I’m gonna call-”

“Don’t,” Olivia protested, raising a shaky hand. “It’s normal. A minute isn’t anything to get worked up about.” Still, her head felt like it was full of cotton, and she settled back into the couch, closing her eyes. “Just… need a nap.”

“Okay, uh, is there anything I should get you? Like, water or something?” She waved him off and did her best to settle in.

She was old, wasn’t she? That was why it happened so quickly. Last time she’d been off of this medication for an extended period of time was years ago, and as time went on, she got sicker. How frustratingly limited the human body was.

How frustrating to be limited to the two-armed, damaged form you were born with.

Olivia drifted in and out of consciousness for the rest of the afternoon. She was awake when May got back, but didn’t open her eyes, instead just listening in. “Thanks for watching her. Did anything happen?”

“I mean, she passed out for a minute, but she said she was fine and it was normal. She’s just been sleeping most of the day.”

May gave a sigh. “It’s not normal. She’s just stubborn. Really, though, you’ve been a big help, Miles.”

“It’s no big deal. I mean, that’s the job, right? Helping people?” Olivia’s ears perked up, getting the feeling she wasn’t supposed to be hearing this conversation, and the next few words confirmed it.

“You’re doing a wonderful job of it. Peter would be so proud that you’re the one taking his legacy.”

_That_ was why she recognized his voice, why May had called a teenager over to her house. He wasn’t just any teenager, he was the new Spider-Man. And his name was Miles, a kid barely on the cusp of puberty, going to an advanced science school. Now that she thought of it, wasn’t Aaron’s nephew that he talked about named Miles? Her mind raced as she fit all the pieces together, of _course_ , it was so _obvious_ , how did she miss it-

May was gently shaking her shoulder, having apparently moved to her side while she was lost in thought. “Hey,” she said softly, placing the bag in her hand on the coffee table. “Told you I’d get your medicine.”

Olivia glanced over, and was surprised to see she actually had- there were multiple little orange bottles in that bag. “How?” She thought she had thought of every possible option, and there was no way May stole these, so how did she-

“You know the shelter I volunteer at?” May didn’t wait for a response before explaining. “The thing about helping people is that people want to help you in return. Peter knew that. Miles knows that. And I’m sure you’ll know that soon enough. So, I called in a few favors.” She smiled warmly and took Olivia’s hand. “I told you once, Liv, and I’ll tell you again. _I want to help you._ So I’ll do whatever I can to make that happen.”

Olivia’s heart swelled with affection (and maybe a touch of guilt for being mad at May when she was trying to help). She squeezed May’s hand back, already feeling more stable with her by her side. “Thank you.”

**Notes for the Chapter:**

> Yep, Olivia has a case of "mysterious plot disease". Most Ocks in various continuities have one of two reasons for using their arms- either they got permanently fused to their body in an accident, or they rely on the arms to get around because of a disability- so this is my reasoning for why Liv built her arms. Presumably, once she started this medication, she got it mostly under control, but by that time she had already begun her project.
> 
> Sorry for how long this took! Hopefully the slightly longer length makes up for it? (That wasn't why it took so long, though, I just kept getting hung up on parts. Writer's block is rough.) So this is the two-thirds mark, and I know I've been promising it with every chapter, but things are going to start heating up soon, because this isn't a story with twelve chapters of ordinary days. ;) 
> 
> Thanks as always for your support and feedback! (Out of curiosity, has anyone caught on to my chapter titles yet? Bonus points if you can guess what the last chapter's title will be.) Hopefully the next one shouldn't take nearly as long.
> 
> Next chapter: Of course May is here for Olivia. But she's got her own life, too, and after all these years, you'd think Olivia would have figured that out.


	9. can't you see I'm out of my head for you

**Summary for the Chapter:**

> Of course May is here for Olivia. But she's got her own life, too, and after all these years, you'd think Olivia would have figured that out.

**Notes for the Chapter:**

> Hopefully anyone who's reading a hero-villain pairing fic is already prepared for things to be less than sugar and rainbows, but as a heads-up, Olivia and May's relationship is not... perfect. It is written that way intentionally, and I in no way condone what Olivia says and does. She's Doctor Octopus, for crying out loud.

May was running late.

That on its own was unusual enough, though not enough to make her worry. What made her worry was the fact that May hadn’t called or sent any messages explaining her delay, like she usually would. Olivia tried to keep her mind from speculating, but it was no use; a hundred different scenarios ran through her head, from the mundane (the subway’s running late and her phone died) to the paranoid (she suddenly changed her mind and went to turn me in to the police) to the downright absurd (the entire world outside of this neighborhood has been frozen in time).

Dinner was getting cold, too. Of course Olivia picked today of all days to try and cook.

She had nearly worn a circle into the carpet pacing when she finally heard movement outside. Olivia peeked out the window currently cracked to make the fire alarm stop complaining. There was May, but—

—who was  _that_?

Walking by May's side was a man she didn't recognize, and his appearance immediately put Olivia on edge, hairs raising like an agitated cat. Sure, there wasn't anything immediately alarming on the surface; but if anyone knew how dangerous people could mask themselves with harmless appearances, it was her. She'd _been_ that dangerous person a few months ago.

Now she was scanning him for any suspicious signs– while she'd trust her own gut, May probably would prefer evidence. That was an awfully well-fitting suit for someone who knew May from charity work, and who had time to walk her home. That smile– like he was trying to worm his way into her heart. And May swatted playfully at his arm, giving that beautiful laugh that _she_ had always been the one to cause.

No. Whatever this man's intentions were with May, she wouldn't let him get to her. 

Olivia watched as they stood in the driveway for far too long before finally saying goodbye, the mystery man giving a short bow and wave as May headed up the steps. She scrambled away from the window to go greet her.

May's nose scrunched as she entered. “Ugh. Did you burn something?”

“I cooked dinner,” Olivia responded with a too-cheery grin. “Of course, I thought you were getting home earlier, so it's gotten cold.”

“If it's cold now, I don't want to know what it was like before.” May took a seat on the couch, giving a short wave of her hand. “I just ate, anyways.”

That stung, though Olivia did her best to hide it. Sure, she wasn't the world's greatest chef, but she had actually _tried_ this time. “With that man in the suit?”

“Him and a whole group of people, yes,” May answered, giving Olivia a look she didn't like. “We were holding a party at the shelter to celebrate the anniversary of its opening. Liv, I told you about this a week ago. Did you forget?”

“I… don’t remember you saying that,” Olivia answered with a frown, not liking the idea that she might be the one to blame. It was so much easier to blame others. “But you know I can’t keep dates straight either way.”

May gave her an apologetic smile, gently putting a hand on her shoulder. “I get it. How about tomorrow, we cook together? Maybe I can even teach you how to keep from burning it.” She playfully nudged her shoulder, getting a laugh out of Olivia. If May was offering, she clearly didn’t reject her display on purpose. It was just unfortunate coincidence.

One thing still nagged at her, though. “...So, who was that walking you home?”

“You mean Martin?” May gave a wide smile. “Oh, wonderful man. He’s the one who funds F.E.A.S.T. and all its sister locations. A real philanthropist, and he’s kind in person, too.” That should have made Olivia feel better, but it didn’t. He sounded _perfect_ , and that was suspicious. What might he be hiding?

“He funds all of them? Wow. That must be a lot. I wonder where he gets that money.”

“I’m not sure, I think he ran a company back in China…” May gave her an inquisitive look, but Olivia kept talking, keeping her from voicing whatever she was thinking.

“Huh, weird that he wouldn't mention it. Maybe he thinks you wouldn’t like the answer. You can’t think of a time where he said something or did something that--”

“Olivia, _stop_.”

“What? I’m just asking.” Olivia played innocent, though her eyes betrayed a sense of hurt.

May just shook her head. “I know you, Liv, you’re never ‘just’ asking. I know what you’re doing. You did the same thing with Ben.”

* * *

 

May checked herself in the mirror again, nudging Olivia’s various hair products to the side of the counter so she could get closer. This was presentable, right? It wasn’t as if she was going to be broadcast to the whole planet, but still, she wanted to make a good impression. More “educated woman with good work-life balance” than “stressed grad student who got four hours of sleep this week”. 

Olivia barged in then (would she ever learn to knock?), looking very much like the latter. It was surprising _anything_ could get her attention, but she apparently noticed May’s look, stopping in her tracks. “Wow. You look _incredible_.”

“I hope so, with how long I’ve been getting ready,” May deadpanned as she attempted to straighten her headband for what felt like the tenth time. Olivia just hooked an arm around her waist.

“Well, it worked out~,” Olivia cooed, attempting to nuzzle her head against May’s cheek (May tilted her face away, hoping Olivia wouldn’t ruin her make-up). “Just felt like surprising me?”

“I have a life outside of you, Liv,” May responded, playfully swatting her girlfriend’s shoulder. “I’m meeting someone for lunch. One of my neighbors I grew up with is in town, and we were going to catch up.”

“Oh, a playdate~! Sounds fun.” Olivia’s smile looked a little jealous; she didn’t have many childhood friends of her own, from what May understood. Still, she seemed to be good-natured about it. “What’s her name?”

May gave a light laugh. “ _His_ name is Ben.”

She watched as the smile slid off of Olivia’s face. “Oh. You got all this dressed up for some boy? You know he won’t appreciate it, right?”

“Oh, stop it.” May swatted at her shoulder again. “I’m not ‘getting dressed up for a boy’, I’m dressed up for _myself_. It’s been a long time since we’ve seen each other, I want to look more presentable than someone who’s been up for 36 hours on energy drinks.”

“You look good either way,” Olivia responded with a little shake of her head. “And if ‘Ben’ can’t see that, that’s his loss. His loss, and my gain~.”

May looked her over with a note of almost disbelief. “Wait. Are you _jealous_?”

“What? What makes you say that?” Olivia’s tone was unconvincing.

“Do you really think I’m about to replace you with little Ben Parker from down the street? Liv, look at me.” May put a hand on her shoulder. “Just because I spend time with other people doesn’t mean I care about them more. You are the most incredible person I’ve ever met, and you mean more to me than all the stars in the sky. No amount of time with Ben is going to change that.”

She leaned in to press a quick kiss to Olivia’s lips- she could smudge her lipstick for this good cause. “I love you, Olivia. And I’ll always come back to you.”

Olivia finally looked comforted by that, placing her hand over May’s. “Right, I know. ...Thanks.”

May had resolved to put it out of her mind and focus on Ben during lunch, and he made it surprisingly easy to do. She remembered him being kind and easy to talk to, but this was on another level. If this _had_ been a first date, she’d be ready to propose right then and there. (Well, not literally, but her point still stood.)

In fact, she had so thoroughly focused on Ben, she completely forgot about her conversation with Olivia when she invited him back to her dorm to continue hanging out and to show him her recent knitting project.

Before she could unlock the door, though, it swung open.

Olivia was standing in the doorway in ripped pajama pants and an oversized shirt that had been faded with age, her hair sticking up as if she had somehow fallen asleep in a wind tunnel. May felt her senses flood with second-hand embarrassment, stepping between the two. “Oh! Olivia, this is Ben, my old neighbor. Ben, this is my roommate Olivia.”

Ben, for his part, didn't look too fazed at the sight of her, seemingly more amused than anything. “Nice to meet you, Olivia.” He held out his hand.

Olivia didn't take it. “Yeah.” She looked straight past him, to May. “He can't come in.”

May felt her cheeks flush. “What?”

“I don't want any boys in our room.”

“Liv, this whole dorm is co-ed.”

“But this is our room, where we live, and–”

“It's alright,” Been interjected. “If she's not comfortable with it, I respect that. It's been nice seeing you, May. Let's do this again sometime.” He gave a little gentlemanly bow and wave.

“Y, yeah, I'd like that. See you soon.” May pulled Olivia back into their dorm room, shutting the door behind them. “What was _that_?”

“I didn't expect you to bring him _back_ here,” Olivia answered, expression looking just as frazzled as the rest of her appearance. “This is _our_ space, you can't just invite a stranger in without telling me.”

“But the whole ‘no boys’ thing? We're not in kindergarten.”

“It's still different, and it makes me nervous.”

“Really, I thought you of all people–”

That was the wrong thing to say. Olivia looked as if she had been smacked across the face. “What’s _that_ supposed to mean?”

May felt her heart drop into her stomach, immediately going to wrap her in a hug. “Oh, no no, Liv, that's– that's not what I meant–” _That_ really snapped her out of it. Of course Olivia felt nervous. With her past experiences, she had every reason to. “You're right. This is your space, too, you deserve to feel comfortable in it. I'm sorry. From now on, no boys. Just us.”

Olivia nuzzled into the embrace, holding on as if she would never let go. “Just us.”

* * *

 

“How is this like Ben?” Olivia got a sinking feeling. “Because you like him?”

“We’re friends,” May denied flatly. “But that’s just like with Ben, too. You got so worked up over me having other friends.”

“You and Ben were more than _friends_.”

“Not until long after you and I broke up. And that wasn’t the reason, either.”

“It was part of it,” Olivia accused.

“No, we _broke up_ because being with you became _suffocating_. It had nothing to do with Ben. _That_ was all me.”

May crossed her arms, and Olivia did the same, feeling defensive. “...I thought we were over that.”

“I did too,” May answered, looking entirely disappointed. “I thought you had changed in the _decades_ since we saw each other. But then you saw me spending time with someone besides you, and started looking for a reason to stop me.”

“Look, he just gave me a… negative aura,” Olivia defended with a vague wave of her hand.

“Martin’s a perfectly fine man. He donates millions to charity.”

“Fisk gave to charity, too, but that didn’t make him good.”

“Are you saying you know him from your career as a supervillain? Look me in the eyes. Is there any actual reason that I shouldn’t be around him?”

Olivia didn’t look her in the eyes, searching for an answer. “...I’m just worried about you.”

May gave an exasperated sigh. “We’re not in college anymore, Liv, you have to get over this- this _possessiveness_. I want you to be a part of my life. But you can’t be the _only_ part.”

Olivia’s face scrunched up in hurt. “I’m not enough for you?”

There was a time when May would have immediately backpedaled and reassured her. But now, she looked even more annoyed. “We’re not doing this. You act all hurt and take my words out of context, and then I have to drop what I’m talking about to comfort you, and you don’t have to listen to the point I was making. For Pete’s sake, Liv, you’re pushing sixty and you’re still trying to guilt me like this? The whole point of you staying here was so that you could move past these issues.”

Olivia was at a loss for words, entirely on the defensive. What had started out as her wanting to make up for the time they missed ended in May grilling her over her faults. She thought things were going well, she thought May was starting to fall for her again, she thought-

Olivia fled up the stairs and into the bedroom.

May lived up to her promise that she wasn’t about to drop this and comfort her. Fine. Olivia just stewed in her resentment for the rest of the evening, replaying May’s words over and over. She had been doing so _good_ , and all May was focused on was the _negative_.

And really, who was she to tell her how to behave? May got all up in arms at the suggestion of Olivia trying to give her advice, and then in the very same breath told her to change. It was so unfair. It was _so unfair_.

May came by late in the evening to try and talk things out, but Olivia didn’t even open the door. Truthfully, she _wanted_ to stay mad. These were her emotions, she had every right to feel them. How dare May try and control her? May eventually gave up, instructing Olivia to come and find her when she was ready to talk.

Olivia had another plan. In the dead of night, she snuck back downstairs, going for the part of her that May had already managed to separate- her arms. She wasn’t going to restrict herself to the _nice_ parts of herself; she was going to be whole again.

If she couldn’t tell May what to do, then May couldn’t tell her, either.

**Notes for the Chapter:**

> Wow, it's been a while, hasn't it? I've been spending a lot of time writing Olivia on my Tumblr RP blog, and this fic got delayed and delayed some more. Sorry about that, folks. Anyways, I'm sure several of you who are familiar with other Spidey canons recognize Martin. He's not going to be a big character, but I figured it worked better to use a canon character than make one up.
> 
> For all of you that might have missed it, the smutty side chapter got uploaded! You can find it on my profile or in the "related works" section of this one. And yes, the titles are all song lyrics, one lyric per song on one particular album (Ambitions by One Ok Rock). It doesn't have any real meaning, I just used it to organize my thoughts. :)
> 
> Thanks for reading, and as always, let me know how you're enjoying this fic!
> 
> Next chapter: Maybe the reason old habits die hard is because they were never meant to die to begin with.

**Works inspired by this one:**

  * [The Parker Halfway Home After Hours](https://archiveofourown.org/works/17945993) by [HannahKotoba](https://archiveofourown.org/users/HannahKotoba/pseuds/HannahKotoba)




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